Odd-lot Offer and Specific Offer in respect of Trencor Shares
(Incorporated in the Republic of South Africa)
(Registration No 1955/002869/06)
Share Code: TRE
(“Trencor” or the “Company”)
ODD-LOT OFFER AND SPECIFIC OFFER IN RESPECT OF TRENCOR SHARES
Capitalised terms (i.e. denoted by words with a capitalised first letter) used in this announcement and not expressly defined herein shall bear the same meaning as ascribed to them in the Circular distributed to Shareholders on Wednesday, 18 September 2019, which contains further details in relation to the Offers including the manner in which they will be implemented.
Trencor shareholders (“Shareholders”) are referred to the results of the general meeting published by Trencor on Stock Exchange News Service (“SENS”) on Friday, 18 October 2019, in which Shareholders were advised that the required resolutions to implement the Offers (defined immediately below) were passed by the requisite majority of Shareholders.
Trencor therefore wishes to make the following offers to Shareholders (collectively, the “Offers”):
– an odd-lot offer (“Odd-lot Offer”) to repurchase shares from Shareholders holding fewer than 100 Trencor ordinary shares (“Shares”) (“Odd-lot Holders”); and
– a specific offer (“Specific Offer”) to repurchase Shares from Shareholders holding 100 Shares or more but equal to or fewer than 635 Shares (“Specific Holders”).
2. BACKGROUND TO AND RATIONALE FOR THE OFFERS
The implementation of the Offers will reduce the number of smaller Shareholders and thus limit the costs incurred by Trencor in South Africa (and by Textainer in the US, post the Unbundling) in administering such Shareholders’ shareholding. The annual cost of servicing a large shareholder base (of whom many have a small shareholding in Trencor) is significant.
Accordingly, Trencor has decided to undertake an Odd-lot Offer and Specific Offer to rationalise its Shareholder base and to reduce the number of additional shareholders Textainer would have post the Unbundling.
Additionally, the Offers will facilitate an inexpensive method for Odd-lot Holders and Specific Holders to realise their investment whereby they receive an Offer Price, which includes a 10% premium as referred to in the Offer Price definition, without having to incur transaction costs (apart from Dividends Tax, if any).
3. SALIENT DETAILS OF THE OFFERS
3.1 ODD-LOT OFFER
In terms of the Odd-lot Offer, Odd-lot Holders are offered the opportunity to elect to either:
– sell their entire Odd-lot Holding for a consideration equal to the Offer Price (as defined in paragraph 3.3 below) multiplied by the number of Shares held on the record date of the Offers (the “Offer Consideration”); or
– retain their entire Odd-lot Holding.
Shareholders are advised that the Odd-lot Holders who do not make an election, within the stipulated time period, will automatically be regarded as having elected to sell their entire Odd-lot Holding for the Offer Consideration.
3.2 SPECIFIC OFFER
In the case of Specific Holders, Trencor is extending a Specific Offer to acquire their entire Specific Holding in Trencor for the Offer Consideration.
Shareholders are further advised that Specific Holders who do not make an election will retain their entire Specific Holding in Trencor.
3.3 OFFER PRICE
The Offer Price will be calculated using the volume weighted average traded price (“VWAP”) of a Share on the JSE over the 10 trading days up to the close of business on the day immediately preceding the finalisation date in relation to the Offers (Tuesday, 29 October 2019), plus a 10% premium.
4. SALIENT DATES AND TIMES
The salient dates and times relating to the Offers are set out in the timetable below:
|Offers open at 09:00||Tuesday, 22 October 2019|
|Offers’ finalisation announcement released on SENS by 11:00||Tuesday, 29 October 2019|
|Last day to trade Shares in order to be recorded in the Register to participate in the Offers||Tuesday, 5 November 2019|
|Shares trade “ex” the Offers||Wednesday, 6 November 2019|
|Forms of election and surrender for the Offers (blue and pink) to be received by Computershare by 12:00||Friday, 8 November 2019|
|Offers close at 12:00||Friday, 8 November 2019|
|Offers record date, being the date on which an Odd-lot Holder or a Specific Holder, as the case may be, must be registered in the Register in order to be eligible to participate in the Offers, by close of trade||Friday, 8 November 2019|
|Offers implementation date||Monday, 11 November 2019|
|Dematerialised Odd-lot Holders and Dematerialised Specific Holders who have accepted the Offers or Odd-lot Holders who are deemed to have accepted the Odd-lot Offer will have their accounts held at their CSDP or Broker credited with the Cash Consideration||Monday, 11 November 2019|
|Payments of the Cash Consideration to Certificated Odd-lot Holders and Certificated Specific Holders who have accepted the Offers or Odd-lot Holders who are deemed to have accepted the Odd-lot Offer||Monday, 11 November 2019|
|Results of the Offers released on SENS||Monday, 11 November 2019|
|Cancellation and termination of listing of Trencor Shares repurchased in terms of the Offers expected||Thursday, 14 November 2019|
Trencor Services Proprietary Limited
22 October 2019
Financial Advisor and Transaction Sponsor
Investec Bank Limited
Legal and Tax Advisor
Edward Nathan Sonnenbergs Inc.